a. Effective Date; Right to Modify; Binding Effect of Continued Use. This Agreement is effective as of the date that Partner clicks “I Agree” when these terms are first presented in connection with the Agency Partner Program registration process or Partner otherwise starting using or accessing any PickyStory Marketing Materials (the “Effective Date”). PickyStory reserves the right to change this Agreement from time to time without notice to Partner and any modifications or changes to this Agreement (including changes to the Policies) shall be effective upon such modification or amendment being posted to the PickyStory website or any specific pages applicable to PickyStory partners or otherwise communicated to Partner. Partner acknowledges and agrees that it is Partner’s responsibility to review this Agreement (including the Policies) periodically and to be aware of any modifications. Partner’s continued use of any Marketing Materials or other participation in the Agency Partner Program after such modifications will constitute Partner’s acknowledgement of the modified Agreement and agreement to abide and be bound by the modified Agreement.
b. Governing Law; Venue. Partner agrees that the laws of the State of Israel, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between Partner and PickyStory, except as otherwise stated in this Agreement. All actions related to this Agreement shall take place in Tel Aviv, Israel, subject to the terms of the next section.
c. Dispute Resolution and Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, or any breach thereof, such controversy or claim shall be determined and settled by confidential arbitration, conducted in English, held in Tel Aviv, Israel. The award rendered by the arbitrator shall be final and binding on the Parties, and judgment thereon may be entered in any court of competent jurisdiction. The Parties shall keep confidential: (a) the fact that any arbitration occurred; (b) any awards awarded in the arbitration; (c) all materials used, or created for use in, in the arbitration; and (d) all other documents produced by another Party in the arbitration and not otherwise in the public domain, except, with respect to each of the foregoing, to the extent that disclosure may be legally required (including to protect or pursue a legal right), or to enforce or challenge an arbitration award before a court or other judicial authority. The arbitrator shall award to the prevailing Party, if any, its costs and expenses, including its attorneys’ fees. The prevailing Party shall also be entitled to its attorneys’ fees and costs in any action to confirm and/or enforce any arbitration award in any judicial proceedings. Nothing in the Agreement shall prevent either Party from seeking provisional measures or equitable or injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
d. Assignment; Reproduction of Sites. Partner may not assign Partner’s rights and obligations under this Agreement to any third party, and any purported attempt to do so shall be null and void. PickyStory may freely assign PickyStory’s rights and obligations under this Agreement and transfer, assign or novate this Agreement.
e. Force Majeure. In addition to any excuse provided by Applicable Law or under this Agreement, PickyStory shall be excused from liability for any delay arising from any event beyond PickyStory’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond PickyStory’s reasonable control, whether or not similar to those which are enumerated above.
f. Enforceability; Severability. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
g. No Waiver. Any failure by PickyStory to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of that right or provision or a waiver of PickyStory’s right to enforce or exercise any such provision of this Agreement in the future.
h. Intended Beneficiaries. This Agreement is strictly between PickyStory and Partner. There are no intended third party beneficiaries of this Agreement.
i. Use of Words. The term “including” as used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires.
j. Entire Agreement. This Agreement and the Policies constitute the entire agreement and understanding between PickyStory and Partner concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by Partner and PickyStory.
k. Independent Contractors. In performing this Agreement, the Parties act and shall act at all times as independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership or employer and employee relationship between the Parties. Except as expressly set forth in this Agreement, at no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party. Financial and other obligations associated with each Party’s business are the sole responsibility of that Party.
l. Notices. Partner’s acceptance of this Agreement as described above constitutes Partner’s electronic signature to this Agreement and Partner’s consent to enter into agreements with PickyStory electronically. Partner also agrees that PickyStory may, but has no obligation to, send to Partner in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Agency Partner Program (collectively, “Notices”). PickyStory can send Partner electronic Notices (i) to the e-mail address that Partner provided to PickyStory (if any), or (ii) by posting the Notice at the PickyStory website or any specific pages applicable to PickyStory Partners. The delivery of any Notice from PickyStory is effective when sent or posted by PickyStory, regardless of whether Partner reads or views the Notice when Partner receives it or whether Partner actually receives the delivery. Partner can withdraw Partner’s consent to receive Notices electronically by terminating this Agreement. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to PickyStory shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available in connection with the Agency Partner Program. Any legal notices or legal matters related to this Agreement must be sent to both the email address below and by commercial courier in paper form to the address below to the attention of the PickyStory Legal Department.
Email: [email protected]
Address: Zalman Shazar St. 14, Netanya, IL 4249308
Any notices or communication under this Agreement will be deemed delivered to PickyStory on the date received by PickyStory.